Common use of Indemnity by the Company Clause in Contracts

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject to The Company shall (i) indemnify and hold harmless the provisions Purchaser and each person who controls the Purchaser, within the meaning of Section 11.415 of the Securities Act, against any losses, claims, damages or liabilities ("Losses"), to which each such indemnified party may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or Prospectus, as amended or supplemented if the Company shall indemnify has furnished any Person who was supplements or amendments thereto (if used during the period the Company is required to keep the Registration Statement and Prospectus current), or any document filed under a party state securities or is threatened blue sky law (collectively, "Registration Documents") or insofar as any Losses (or actions in respect thereof) arise out of or are based upon the omission or alleged omission to state in any Registration Document a material fact required to be stated therein or necessary to make the statements made therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, and (ii) reimburse each indemnified party to for all legal or other expenses reasonably incurred by it in connection with investigating or defending any such Losses or actions, including any amounts paid in settlement of any litigation, commenced or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of if such settlement is effected with the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent prior written consent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation not be liable for any Losses arising out of or based upon any untrue statement or omission made in any Registration Document in reliance upon and in conformity with written information furnished to indemnify the Company by or defend hereunder on behalf of any Purchaser expressly for use in the preparation of the Registration Document; and provided, further, that the Company shall not be liable to a particular indemnified party under the indemnity agreement in this Section 5(a) with respect to the Prospectus, as amended or supplemented, to the extent such action, suit or proceeding that the Loss arises from fraudthe sale of any shares of Registrable Stock by such indemnified party to the person asserting Loss and to which there was not sent or given, bad faithwithin the time required by the Securities Act, willful misconduct a copy of the Prospectus as then amended or gross negligence on supplemented, if the part of Company has previously furnished copies thereof to such Indemnified Personindemnified party and such Prospectus as then amended or supplemented has corrected the misstatement or omission at issue.

Indemnity by the Company. Subject The Company will indemnify and hold harmless, to the provisions of Section 11.4fullest extent permitted by law (including the Act), the Company shall indemnify any Person who was or is a party or is threatened to be made a party to Shareholder and any threatenedunderwriter for such Shareholder, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling and each person, employeeif any, legal representative who controls the Shareholder or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)such underwriter, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsclaims, finesliabilities, penalties, amounts paid in settlement, interestjoint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Shareholder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Shareholder, such underwriter and each such controlling person of the Shareholder or the underwriter, promptly upon demand, for any reasonable attorney’s and accountant’s fees, court costs and legal or any other out-of-pocket expenses actually and reasonably incurred by them in connection with investigating, preparing to defend or defending the foregoing) (including any against or appearing as a third-party witness in connection with such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectivelyloss, “Indemnifiable Losses”)claim, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authoritydamage, andliability, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation will not be liable to indemnify any such Shareholder, underwriter or defend hereunder controlling person in any such case to the extent that any such actionloss, suit damage, liability, cost or proceeding expense arises from fraudout of or is based solely upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Shareholder, bad faithsuch underwriter or such controlling persons in writing specifically for inclusion therein; provided, willful misconduct further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or gross negligence action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the part selling Shareholder, the underwriter or any controlling person of the selling Shareholder or the underwriter, and regardless of any sale in connection with such Indemnified Personoffering by the selling Shareholder. Such indemnity shall survive the transfer of securities by a selling Shareholder.

Indemnity by the Company. Subject to the provisions of this Section 11.45.3, the Company shall will indemnify and hold the Investor and its directors, officers, shareholders, members, partners, investment advisers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason Controls the Investor (within the meaning of Section 15 of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent Securities Act and Section 20 of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (the “Investor Party”) harmless from and against any and all claimsLosses, actionsincluding, suitsbut not limited to, proceedings, liabilities, obligations, losses, damages, all judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s feessettlements, court costs and other out-of-pocket expenses actually reasonable attorneys’ fees and reasonably incurred costs of investigation that the Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in investigating, preparing or defending the foregoing) (including any such brought by this Agreement or in the right other Transaction Documents or (b) any Action or claim instituted or made against the Investor Party in any capacity, by any shareholder of the Company who is not an Affiliate of the Investor Party or any other third party (including a derivative action brought on behalf of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, a “Indemnifiable LossesCovered Action”), if such Indemnified Person acted with respect to, or arising out of or resulting from, any of the transactions contemplated by the Transaction Documents. If any Covered Action shall be brought against the Investor Party in good faith respect of which indemnity may be sought pursuant to this Agreement, the Investor Party shall promptly notify the Company in writing, and in a manner that such Indemnified Person the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably believed to be in or not opposed acceptable to the best interests Investor Party. The Investor Party shall have the right to employ separate counsel in any such Covered Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Covered Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of the Investor Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to the Investor Party under this Agreement (y) for any settlement by the Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed, or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to the Investor Party’s willful misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by the Investor Party in violation of this Agreement or outside in the scope other Transaction Documents. The Company shall not, without the prior written consent of such Person’s authoritythe Investor Party, and, with consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Investor Party of a release from all liability in respect to a criminal action or proceedingsuch Covered Action, had no reasonable cause and such settlement shall not include any admission as to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence fault on the part of such Indemnified Personthe Investor Party. The indemnification required by this Section 5.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject If the Company registers any --------------------------- Registrable Securities held by a Holder under the Securities Act pursuant to the provisions of Section 11.41, the Company shall will indemnify and hold harmless BMO, the Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason underwriter within the meaning of Section 15 of the fact that such Person is Securities Act, against any losses, claims, damages or was a Memberliabilities, Officerjoint or several, directorto which BMO, Managing Memberthe Holder, Hotel Managerthe underwriter, controlling person, employee, legal representative or agent of the Companyif any, or is such controlling persons may become subject under the Securities Act or was serving at the request of the Company otherwise, insofar as managersuch losses, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid damages or liabilities (or actions in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing respect thereof) arise out of or defending the foregoing) (including are based upon any such brought by untrue statement or in the right alleged untrue statement of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise any material fact contained in any way relate to registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests required of the Company in connection with any such registration, and not will reimburse BMO, the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in violation of this Agreement connection with investigating, defending or outside the scope of settling any such Person’s authorityclaim, andloss, with respect to a criminal action damage, liability or proceedingaction, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder will not be liable in any such case to the extent that any such actionclaim, suit loss, damage or proceeding liability arises from fraudout of or is based on any untrue statement or omission based upon written information furnished to the Company by BMO, bad faith, willful misconduct the Holder or gross negligence on the part of such Indemnified Personunderwriter specifically for use therein.

Indemnity by the Company. Subject to To the provisions of Section 11.4fullest extent permitted by law, the Company shall indemnify all Directors, officers, former Directors and former officers of the Company, the Shareholders of the Company to the extent that such Shareholders exercise the rights, powers, duties and liabilities of a Director and all Persons who act or acted at the Company’s request as a director or officer (or in a similar capacity) of an entity of which the Company is or was a securityholder or creditor, and his/her/its successors, heirs and legal personal representatives, against all costs, charges and expenses, including any Person who was amount paid to settle any action or is satisfy a party or is threatened to be made a party to judgment, reasonably incurred by him/her/it in respect of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, investigative action or investigative proceeding to which he/she is made a party, or in which he/she/it is involved, by reason of the fact that such Person is being or was having been a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative director or agent of the Company, or is or was serving at the request officer of the Company or such other entity or by reason of acting or having acted as managera director of the Company or such other entity. The Company shall advance moneys to a Person described above for the costs, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs charges and expenses (including reasonable attorney’s and accountant’s feesof a proceeding referred to above, court costs and other out-of-pocket expenses actually and reasonably incurred in investigatingprovided such Person shall repay the moneys if the Person does not fulfil the condition of the following paragraph. Notwithstanding the preceding paragraph, preparing or defending the foregoing) (including any such brought by or Company shall not indemnify a Person identified in the right of the Companypreceding paragraph, unless such Person: (a) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted honestly and in good faith and in with a manner that such Indemnified Person reasonably believed to be in or not opposed view to the best interests of the Company and not or, as the case may be, to the best interests of the other entity for which such Person acted as a director or officer (or in violation a similar capacity) at the Company’s request; and (b) in the case of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal or administrative action or proceedingproceeding that is enforced by a monetary penalty, had no reasonable cause to believe grounds for believing that such Person’s conduct was unlawful; provided, lawful. The intention of this Section is that all Persons referred to in this Section shall have all benefits provided under the indemnification provisions of the Act to the fullest extent permitted by law and the Company shall have no obligation forthwith pass all resolutions, enter into such agreements and take such other steps as may be required to indemnify or defend hereunder give full effect to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Personthis Section.

Indemnity by the Company. (a) Subject to the provisions of Section 11.4limitations set forth in this Agreement, the Company shall agrees to indemnify any Person who was or is a party or is threatened to be made a party to any threatenedand save harmless the Custodian, pending or completed actionits Affiliates, suit or proceedingits Sub-Custodians and their respective directors, whether civilofficers, criminalemployees, administrative or investigative by reason of partners, agents, advisors, shareholders and nominees (collectively, the fact that such Person is or was a Member“Indemnified Parties” and individually, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified PersonParty”), ) from and against any and all losses, claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsliabilities or expenses of whatsoever nature or kind, fines, penalties, amounts including the aggregate amount paid in settlementreasonable settlement of any actions, interestsuits, costs proceedings, investigations or claims and expenses (including the reasonable attorney’s and accountant’s fees, court costs disbursements and other outtaxes of their counsel, in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party (each a “Claim” and, collectively, the “Claims”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, this Agreement or the services set forth in this Agreement to be provided by the Custodian or any Sub-of-pocket expenses actually and reasonably incurred in investigatingCustodian; provided, preparing or defending the foregoing) (including however, that such indemnity shallnot apply to any such brought Claim occasioned by or resulting from the gross negligence, fraud or wilful default (or, in the right respect of the Company) suffered Custodian or Sub-Custodian as Indemnified Party, the Custodian’s or Sub-Custodian’s breach of the Standard of Care). The Company agrees to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Person while serving Party in such capacity connection with any Claim or in enforcing this indemnity as and when incurred. (b) If and to the extent that otherwise a court of competent jurisdiction, in any way relate to a final non-appealable judgement in a proceeding in which the Custodian is named as a party, determines that a Claim resulted from an Indemnified Party’s negligence, fraud or arise out wilful default (or, in respect of any action the Custodian or inaction by Sub-Custodian as Indemnified Party, the Custodian’s or Sub-Custodian’s breach of the Standard of Care), such Indemnified Person or Party shall reimburse any Companys advanced by the Company (collectively, “Indemnifiable Losses”), if to the Indemnified Party pursuant to this indemnity in respect of such Claim and thereafter this indemnity shall cease to apply to such Indemnified Party in respect of such Claim. The Company agrees to waive any right the Company might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to before claiming under this indemnity. (c) The Company hereby constitutes the best interests Custodian as trustee for each of the Company and not in violation other Indemnified Parties of the Company’s covenants under this Agreement or outside the scope of such Person’s authority, and, indemnity with respect to a criminal action or proceeding, had no reasonable cause such Persons and the Custodian agrees to believe accept such Person’s conduct was unlawful; provided, that the Company shall have no obligation trust and to indemnify or defend hereunder to the extent hold and enforce such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence covenants on the part behalf of such Indemnified PersonPersons.

Indemnity by the Company. Subject The Company will indemnify and hold harmless, to the provisions of Section 11.4fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to Management Stockholder and any threatenedunderwriter for such Management Stockholder, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling and each person, employeeif any, legal representative who controls the Management Stockholder or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)such underwriter, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgmentsclaims, finesliabilities, penalties, amounts paid in settlement, interestjoint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Management Stockholder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Management Stockholder, such underwriter and each such controlling person of the Management Stockholder or the underwriter, promptly upon demand, for any reasonable attorney’s and accountant’s fees, court costs and legal or any other out-of-pocket expenses actually and reasonably incurred by them in connection with investigating, preparing to defend or defending the foregoing) (including any against or appearing as a third-party witness in connection with such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectivelyloss, “Indemnifiable Losses”)claim, if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authoritydamage, andliability, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, however, that the Company shall have no obligation will not be liable to indemnify any such Management Stockholder, underwriter or defend hereunder controlling person in any such case to the extent that any such actionloss, suit damage, liability, cost or proceeding expense arises from fraudout of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Management Stockholder, bad faithsuch underwriter or such controlling persons in writing specifically for inclusion therein; provided, willful misconduct further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or gross negligence action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the part selling Management Stockholder, the underwriter or any controlling person of the selling Management Stockholder or the underwriter, and regardless of any sale in connection with such Indemnified Personoffering by the selling Management Stockholder. Such indemnity shall survive the transfer of securities by a selling Management Stockholder.

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an a “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authorityAgreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated by the Management Board.

Indemnity by the Company. Subject 5.5.1. The Company (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, each Investor, its Affiliates and all their respective directors, officers and employees (who are in any manner associated with the provisions of Section 11.4transactions contemplated herein) (each, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified PersonParty”), ) to the fullest extent permitted by Applicable Law from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) Damages suffered or incurred by such the Indemnified Person while serving Party directly or indirectly in such capacity connection with or that otherwise arising out of (i) breach of any Warranty (except as Disclosed), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any way relate diminution in value of the Investor Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or arise in connection with the operation of the Company prior to the Closing Date (“Pre-Closing Suits”), pursuant to which the Indemnified Party is named a party, or (iii) any fraud, gross negligence or wilful misconduct by the Indemnifying Party or (iv) failure on behalf of the Founders and/or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned, together with each Specific Indemnity Event, an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event shall be deemed to be the Damages incurred or suffered by the Investors in proportion to their shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the Investors, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement. Further, only in the event of Damages suffered or incurred by the Indemnified Party directly or indirectly in connection with or arising out of any action gross negligence, fraud or inaction wilful misconduct by such Indemnified Person or the Company (collectivelyFounders, the term “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed Indemnifying Party” for the purposes of this Clause 5.5 shall be deemed to be in or not opposed refer to the best interests each of the Company and not in violation of the Founders, jointly and severally. 5.5.2. The rights accorded to an Indemnified Party under this Agreement shall be in addition to any rights that any Indemnified Party may have at common law, in equity or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulotherwise; provided, however, that the Company Indemnified Party shall have no obligation not make a Claim for Damages under this Clause 5.5 for any Claim for which it has already been expressly and fully compensated by the Indemnifying Parties in pursuance of this Clause 5.5 or in common law, equity or otherwise. 5.5.3. The Indemnifying Parties shall do all such acts and deeds as may be necessary to indemnify or defend hereunder give effect to the extent such actionprovisions of this Clause 5.5, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Personincluding obtaining in a timely manner all applicable consents and governmental approvals.

Indemnity by the Company. Subject to the provisions of Section 11.4, the The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Indemnifying Person”), from ) undertakes to indemnify and hold harmless each of the Indemnified Persons against any and all claims, actions, suitsproceedings, proceedingsinvestigations, demands, judgments and awards (together “Claims”) which may be brought, made, threatened or alleged against or otherwise involve all or any of the Indemnified Persons and against all losses, liabilities, obligations, losses, damages, judgmentscosts, finescharges, penaltiesduties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s legal expenses) and accountant’s feesTaxation (other than any Taxation incurred by an Indemnified Person on its net income, court costs and other out-of-pocket expenses actually and reasonably profits or gains) (together “Losses”), on demand, whether joint or several, which may be suffered or incurred by any of the Indemnified Persons (including, without limitation, all Losses which all or any of the Indemnified Persons may incur in investigating, preparing for, disputing or defending defending, or providing evidence in connection with, any such Claims (whether or not the foregoingIndemnified Person is an actual or potential party to such Claims) or Losses or in establishing any Claim or mitigating any Loss on its part or otherwise enforcing its rights under this clause 12.1) which arise, directly or indirectly, out of, or are attributable to, or connected with anything done or omitted to be done by any person (including the relevant Indemnified Person) in connection with the Offer, Admission or the arrangements contemplated by the Offer Documents (or any such brought of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or any amendment or supplement to any of them), including but not limited to: 12.1.1 any and all Losses or Claims in connection with or arising out of the Offer Documents (or any of them) not containing or fairly presenting, or being alleged not to contain or fairly present, all information required to be contained therein or any statement therein being or being alleged to be in any respect untrue, inaccurate or misleading or not based on reasonable grounds or an untrue or alleged untrue statement of a material fact contained in any Offer Document or any omission or alleged omission in any Offer Document to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 12.1.2 any and all Losses or Claims in connection with or arising out of any breach or alleged breach by the Company, any of the Founder Entities or any Director of any of their respective obligations (including, without limitation, the Warranties given by them pursuant to clause 11 and the undertakings given by them pursuant to clause 8) in this Agreement or in connection with the right Offer, Admission or the arrangements contemplated by the Offer Documents (or any of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or any amendment or supplement to any of them); PLATFORM: PLACING AGREEMENT 12.1.3 any and all Losses or Claims in connection with or arising out of the publication, distribution or issue of the Offer Documents (or any of them) or any other documents or materials relating to the Offer or Admission; 12.1.4 any and all Losses or Claims in connection with or arising out of any failure or alleged failure by the Company or any of the Directors or any of the Company’s Affiliates, agents, employees or advisers (in each case other than the relevant Indemnified Person) to comply with FSMA, the LPDT Rules, the Admission and Disclosure Standards or any other applicable legal or regulatory requirements in any jurisdiction in relation to the Offer, Admission or to the arrangements contemplated by the Offer Documents (or any of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or any amendment or supplement to any of them); 12.1.5 any and all Losses or Claims whatsoever suffered or incurred by such Indemnified Person while serving as a person who has communicated or approved the contents of any financial promotion made in such capacity connection with the Offer or that otherwise the application for Admission for the purpose of section 21 of FSMA; 12.1.6 any and all Losses or Claims in any way relate to connection with or arise arising out of any action the carrying out (whether as an agent to the Company or inaction otherwise) by such an Indemnified Person of any of its obligations or services under or in connection with the Offer, Admission or the Company arrangements contemplated by the Offer Documents (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed any of them) or the Transaction Agreements (or any of them) or any other agreement relating to the best interests Offer (or any amendment or supplement to any of them) either before, on or after the Company and not in violation date of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified PersonAgreement.

Indemnity by the Company. Subject to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “"Indemnified Person”"), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's and accountant’s 's fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “"Indemnifiable Losses”"), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authorityAgreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s 's conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person. Indemnifiable Losses will be reasonably allocated by the Management Board.

Indemnity by the Company. Subject The Company shall indemnify, to the provisions of Section 11.4fullest extent permitted by Maryland law, the Company shall indemnify as applicable from time to time, Executive, his heirs, successors and assigns, against any Person who judgments, penalties, fines, settlements and reasonable expenses and any other liabilities arising in connection with any action, suit, or proceeding (whether civil, criminal, administrative or investigative) in which such person is or was or is made a party to, or is threatened to be made a party to, or is or was involved in because of any action alleged to have been taken or omitted in by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or securities laws), and the Company shall pay or reimburse all reasonable expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, proceeding (whether civil, criminal, administrative or investigative investigative) in which such person is a party because of any action alleged to have been taken or omitted by reason of the fact that such Person is Executive in his capacity as a director or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative officer or agent of the CompanyCompany or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or is or was serving at the request securities laws), in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time, in each case, other than in connection with fraud or a criminal act by Executive. In addition, the Company as managerirrevocably and unconditionally releases and discharges Executive, directorhis heirs, Managing Membersuccessors and assigns (separately and collectively, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”"Executive Released Parties"), jointly and individually, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, lossesdemands, damages, judgmentsand causes of action of any nature or kind whatsoever, finesknown or unknown, penaltieswhich the Company, amounts paid its affiliates, related companies or entities, successors and assigns have or may have against the Executive Released Parties based upon, relating to, or arising from the any action taken by Executive by and within the scope of his authority as a officer, director, employee or other agent of the Company or any of its subsidiaries or affiliates during the period of his employment with the Company (other than in settlementconnection with fraud or a criminal act by Executive), interestit being understood that the foregoing release will not release Executive, costs his heirs, successors and expenses assigns, from any current or future obligation under the terms of any written agreement that survives the execution of this Agreement (including reasonable attorney’s including, without limitation, any promissory note from the Executive to the Company or its affiliates and accountant’s feesagreements related thereto) to which such person is bound or has enter other than by and within the scope of Executive's authority as an officer, court costs and director, employee or other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right agent of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject to the provisions of Section 11.49.6, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Manager, Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the CompanyCompany or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an a “Company Indemnified Person”), from and against any Claims and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) Expenses suffered or incurred by such Company Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Company Indemnified Person or the Company or any of its Subsidiaries, including, without limitation, this Agreement (collectively, “Indemnifiable Losses”), if such Company Indemnified Person acted in good faith and in a manner that such Company Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and its Subsidiaries and not in violation of this Agreement or outside the scope of such Person’s authorityAgreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, provided that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Company Indemnified Person. Subject to the provisions of Section 9.6, the Company shall also indemnify each of the Members and their respective Affiliates, and each officer, director, employee and legal representative thereof, from and against any Claims and Expenses suffered or incurred by any such Person as a result of any breach by the Company of any covenant, representation or warranty of the Company contained in this Agreement. Notwithstanding anything to the contrary set forth above, the provisions of this Section 9.1 shall not apply in the case of any action, suit or proceeding initiated by a Member.

Indemnity by the Company. Subject 17.1.1 The Company agrees to the provisions of Section 11.4, the Company shall indemnify any and hold harmless each Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”)all times, from and against any and all claims, actions, suits, proceedingslosses, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlementcosts, interestcharges, costs expenses, suits, or proceedings of whatever nature suffered or incurred, including, without limitation, any legal or other fees and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in connection with investigating, disputing, preparing or defending any action, claim, suit or proceeding (individually, a “Loss” and collectively, “Losses”), to which such Indemnified Person may become subject including under any Applicable Law or otherwise consequent upon or arising directly or indirectly out of or in connection with or in relation to (i) this Agreement, the foregoingFee Letter or the Offer or the activities contemplated thereby, (ii) (including any such brought breach or alleged breach of any representation, warranty, obligation, agreement, confirmation, covenant or undertaking by the Company under this Agreement, the Fee Letter, any Other Agreements, the Offer Documents, to an Indemnified Person and any amendments and supplements thereto prepared by or in the right on behalf of the Company, in relation to the Offer, (iii) suffered any untrue statement or incurred alleged untrue statement of a material fact contained in the Offer Documents, the Supplemental Offer Materials or any information or documents, including the undertakings, certifications, consents, information or documents, furnished or made available by the Company (from itself, and from the other Company Entities or by their directors, officers, employees, representatives), or the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or any statement being, or allegedly being not true and adequate to enable investors to make a well informed decision as to the investment in the Offer (iv) transfer or transmission of any information to any Indemnified Person in violation or alleged violation of any Applicable Law in relation to confidentiality or xxxxxxx xxxxxxx (including in relation to furnishing information to analysts which information has been relied upon by such analysts for the purpose of issuing research reports), or (v) any correspondence with SEBI, the RBI, the RoC, the Stock Exchanges or any other governmental or regulatory authority in connection with the Offer or any information provided by the Company to any Indemnified Person to enable such Indemnified Person to correspond on behalf of the Company with SEBI, the RBI, the RoC or the Stock Exchanges in connection with the Offer, provided that the Company shall not be liable under sub-clauses (i), (iv) and (v) of this Clause 17.1, to the extent that any Loss as may be finally judicially determined (after exhaustion of all revisional, writ and/or appellate procedures), by a court of competent jurisdiction, to have resulted solely and directly on account of the Indemnified Person’s gross negligence, wilful misconduct or fraud. Subject to the procedure set forth in Clause 17.5], the Company shall reimburse any Indemnified Person for all expenses (including, without limitation, any legal or other expenses and disbursements) by such Indemnified Person while serving in connection with investigating, disputing, preparing or defending any such capacity or that otherwise in any way relate to or arise out of any action or inaction by such claim, whether or not in connection with pending litigation or litigation threatened in writing to which the Indemnified Person may become subject, in each case, as such expenses are incurred or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Personpaid.

Indemnity by the Company. Subject ‌ 5.5.1. The Company (“Indemnifying Party”) agrees to the provisions of Section 11.4indemnify, defend and hold harmless, the Company shall indemnify Investor, its Affiliates and all their respective directors, officers and employees (who are in any Person who was or is a party or is threatened to be made a party to any threatenedmanner associated with the transactions contemplated herein) (each, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified PersonParty”), ) to the fullest extent permitted by Applicable Law from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) Damages suffered or incurred by such the Indemnified Person while serving Party directly or indirectly in such capacity connection with or that otherwise arising out of (i) breach of any Warranty (except as Disclosed), representation, covenant or agreement by the Company and/or the Founders as contained in this Agreement and/or the Transaction Documents and/or any way relate diminution in value of the Investor Securities on account of the aforesaid, or (ii) any and all actions, causes of action and suits arising out of, relating to or arise in connection with the operation of the Company prior to the Closing Date (“Pre-Closing Suits”), pursuant to which the Indemnified Party is named a party, or (iii) any fraud, gross negligence or wilful misconduct by the Indemnifying Party or (iv) failure on behalf of the Founders and/or the Company to obtain necessary registrations for the purpose of conduct of business of the Company or its Affiliates, or such other registrations mandated under Applicable Law (each of the abovementioned, together with each Specific Indemnity Event, an “Indemnity Event”). The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event shall be deemed to be the Damages incurred or suffered by the Investor in proportion to its shareholding at the relevant time for the purpose of this Clause. To clarify, in case of any Claim for Damages by the Investor, such claim shall not be consequently considered as a reduction in value for the purpose of this Clause 5.5. The Founders shall not be entitled to make a Claim against the Company or seek contribution from the Company in respect of any Claim for indemnification by the Indemnified Parties under this Agreement. Further, only in the event of Damages suffered or incurred by the Indemnified Party directly or indirectly in connection with or arising out of any action gross negligence, fraud or inaction wilful misconduct by such Indemnified Person or the Company (collectivelyFounders, the term “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed Indemnifying Party” for the purposes of this Clause 5.5 shall be deemed to be in or not opposed refer to the best interests each of the Company and not in violation of the Founders, jointly and severally. 5.5.2. The rights accorded to an Indemnified Party under this Agreement shall be in addition to any rights that any Indemnified Party may have at common law, in equity or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawfulotherwise; provided, however, that the Company Indemnified Party shall have no obligation not make a Claim for Damages under this Clause 5.5 for any Claim for which it has already been expressly and fully compensated by the Indemnifying Parties in pursuance of this Clause 5.5 or in common law, equity or otherwise. 5.5.3. The Indemnifying Parties shall do all such acts and deeds as may be necessary to indemnify or defend hereunder give effect to the extent such actionprovisions of this Clause 5.5, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Personincluding obtaining in a timely manner all applicable consents and governmental approvals.

Indemnity by the Company. Subject The Company (the “Indemnifying Person”) undertakes to the provisions of Section 11.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason and hold harmless each of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and Persons against any and all claims, actions, suitsproceedings, proceedingsinvestigations, demands, judgments and awards (together “Claims”, and each a “Claim”) which may be brought, made, threatened or alleged against or otherwise involve all or any of the Indemnified Persons and against all losses, liabilities, obligations, losses, damages, judgmentscosts, finescharges, penaltiesduties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s legal expenses) and accountant’s feesTaxation (other than any Taxation incurred by an Indemnified Person on its net income, court costs profits or gains) (together “Losses” and other out-of-pocket expenses actually and reasonably each a “Loss”), on demand, whether joint or several, which may be suffered or incurred by any of the Indemnified Persons (including, without limitation, all Losses which all or any of the Indemnified Persons may incur in investigating, preparing for, disputing or defending defending, or providing evidence in connection with, any such Claims (whether or not the foregoingIndemnified Person is an actual or potential party to such Claims) or Losses or in establishing any Claim or mitigating any Loss on its part or otherwise enforcing its rights under this clause 12.1) which arise, directly or indirectly, out of, or are attributable to, or connected with anything done or omitted to be done by any person (including the relevant Indemnified Person) in connection with the Offer, Admission or the arrangements contemplated by the Offer Documents (or any such brought of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or any amendment or supplement to any of them), including but not limited to: (a) any and all Losses or Claims in connection with or arising out of the Offer Documents (or any of them) not containing or fairly presenting, or being alleged not to contain or fairly present, all information required to be contained therein or any statement therein being or being alleged to be in any respect untrue, inaccurate or misleading or not based on reasonable grounds or an untrue or alleged untrue statement of a material fact contained in any Offer Document or any omission or alleged omission in any Offer Document to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (b) any and all Losses or Claims in connection with or arising out of any breach or alleged breach by the Company, the Founder Entity, any Director or Founder Non-Director of any of their respective obligations (including, without limitation, the Warranties given by them pursuant to clause 11 and the undertakings given by them pursuant to clause 8) in this Agreement or in connection with the right Offer, Admission or the arrangements contemplated by the Offer Documents (or any of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or any amendment or supplement to any of them); (c) any and all Losses or Claims in connection with or arising out of the publication, distribution or issue of the Offer Documents (or any of them) or any other documents or materials relating to the Offer or Admission; (d) any and all Losses or Claims in connection with or arising out of any failure or alleged failure by the Company or any of the Directors or any of the Company’s Affiliates, agents, employees or advisers (in each case other than the relevant Indemnified Person) to comply with FSMA, the LPDT Rules, the Admission and Disclosure Standards or any other applicable legal or regulatory requirements in any jurisdiction in relation to the Offer, Admission or to the arrangements contemplated by the Offer Documents (or any of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or any amendment or supplement to any of them); (e) any and all Losses or Claims whatsoever suffered or incurred by such Indemnified Person while serving as a person who has communicated or approved the contents of any financial promotion made in such capacity connection with the Offer or that otherwise the application for Admission for the purpose of section 21 of FSMA; (f) any and all Losses or Claims in connection with or arising out of the carrying out (whether as an agent to the Company or otherwise) by an Indemnified Person of any way relate of its obligations or services under or in connection with the Offer, Admission or the arrangements contemplated by the Offer Documents (or any of them) or the Transaction Agreements (or any of them) or any other agreement relating to the Offer (or arise any amendment or supplement to any of them) either before, on or after the date of this Agreement; and (g) any and all Losses or Claims whatsoever suffered or incurred by any Indemnified Person in connection with or arising out of any action failure by any AI Placee to pay, in full and on a timely basis, all amounts due from it in respect of any New Ordinary Shares and Matching Warrants for which it has agreed to subscribe as set out in Schedule 12 or inaction any failure by such Indemnified Person any AI Placee to provide a duly executed letter in the form of Schedule 11 on a timely basis (or the Company (collectively, “Indemnifiable Losses”), if contents of such Indemnified Person acted in good faith letter are inaccurate) or to otherwise comply with the terms and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests conditions of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified PersonOffer.

Indemnity by the Company. Subject The Company shall indemnify, to the provisions of Section 11.4fullest extent permitted by Maryland law, as applicable from time to time, Executive, his heirs, successors and assigns, LG Trust and the Company shall indemnify Cavexxxxx Xxxily Trust against any Person who judgments, penalties, fines, settlements and reasonable expenses and any other liabilities arising in connection with any action, suit, or proceeding (whether civil, criminal, administrative or investigative) in which such person is or was or is made a party to, or is threatened to be made a party to, or is or was involved in because of any action alleged to have been taken or omitted in by Executive in his capacity as a director or officer or agent of the Company or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or securities laws), and the Company shall pay or reimburse all reasonable expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, proceeding (whether civil, criminal, administrative or investigative investigative) in which such person is a party because of any action alleged to have been taken or omitted by reason of the fact that such Person is Executive in his capacity as a director or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative officer or agent of the CompanyCompany or any of its affiliates or subsidiaries (for whatever reason, including without limitation, insurance claims, litigation, casualty losses, director's and officer's liability, or is or was serving at the request securities laws), in advance of the final disposition of the proceeding, to the fullest extent permitted by, and in accordance with the applicable requirements of, Maryland law, as applicable from time to time, in each case, other than in connection with fraud or a criminal act by Executive. In addition, the Company as managerirrevocably and unconditionally releases and discharges Executive, directorhis heirs, Managing Membersuccessors and assigns, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise LG Trust and the Cavexxxxx Xxxily Trust (an “Indemnified Person”separately and collectively "Executive Released Parties"), jointly and individually, from and against any and all claims, actions, suits, proceedings, liabilities, obligations, lossesdemands, damages, judgmentsand causes of action of any nature or kind whatsoever, finesknown or unknown, penaltieswhich the Company, amounts paid its affiliates, related companies or entities, successors and assigns have or may have against the Executive Released Parties based upon, relating to, or arising from the any action taken by Executive by and within the scope of his authority as a officer, director, employee or other agent of the Company or any of its subsidiaries or affiliates during the period of his employment with the Company (other than in settlementconnection with fraud or a criminal act by Executive). It being understood that the foregoing release will not release Executive, interesthis heirs, costs successors and expenses (including reasonable attorney’s assigns, LG Trust and accountant’s feesthe Cavexxxxx Xxxily Trust from any current or future obligation under the terms of any written agreement that survives the execution of this Agreement to which such person is bound or has enter other than by and within the scope of Executive's authority as an officer, court costs and director, employee or other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right agent of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject to the provisions of Section 11.410.4, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is or was a Member, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an a “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of any action or inaction by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authorityAgreement, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided, that the Company shall have no obligation to indemnify or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence on the part of such Indemnified Person.

Indemnity by the Company. Subject to the provisions of Section 11.4, the The Company shall at all times and without limitation, indemnify any Person who was or is a party or is threatened to be made a party to any threatenedand save harmless the Supplier, pending or completed actionits, suit or proceedingdirectors, whether civilofficers, criminalemployees, administrative or investigative by reason of the fact that such Person is or was a Membercontractors, Officer, director, Managing Member, Hotel Manager, controlling person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), agents and representatives from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, costs, damages, judgmentslegal fees (on a solicitor and his own client full indemnity basis), disbursements, fines, penalties, amounts paid in settlementexpenses, interestall manner of actions, costs causes of action, claims, demands and expenses (including reasonable attorney’s proceedings, all of whatever nature and accountant’s feeskind which any of the Supplier, court costs its directors, officers, employees, contractors, agents, insurers and other out-of-pocket expenses actually representatives may sustain, pay or incur or which may be brought or made against all or any of them, and reasonably whether or not incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate to or arise out of connection with any action or inaction other proceedings or claims or demands made by such Indemnified Person or the Company (collectively, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Company and not in violation of this Agreement or outside the scope of such Person’s authority, andthird parties, with respect to any occurrence, event, incident or matter caused by, and/or arising as a criminal direct or indirect result of: (a) the misconduct, negligent action or proceedingnegligent failure to act, had no reasonable cause to believe such Person’s conduct was unlawful; providedas the case may be, that of the Company shall have no obligation to indemnify and/or any of those persons for whom the Company is responsible at law (including, without limitation, any of its employees or defend hereunder to the extent such actioncontractors); or (b) any breach, suit violation or proceeding arises from fraudnon-performance of any representation, bad faithwarranty, willful misconduct obligation, covenant, condition or gross negligence agreement in this Agreement set forth and contained on the part of such Indemnified Personthe Company to be fulfilled, kept, observed or performed, as the case may be; or (c) any damages to third parties caused by, resulting at any time from, arising out of or in consequence of the misconduct, negligent action or negligent failure to act of the Company and/or any of those persons for whom the Company is responsible at law (including, without limitation, any of its employees or contractors). Notwithstanding the foregoing, in no event shall the Company be liable for consequential or punitive damages (including without limitation, loss of profits, loss of opportunity, loss of business or loss of reputation) relating to this Agreement, whether in relation to the indemnity provisions under this section or otherwise. The provisions of this Section are in addition to and shall not prejudice any other rights of the Supplier at law or in equity. This Section shall survive the termination or expiry of this Agreement for any reason whatsoever.

Indemnity by the Company. Subject to The Transfer Agent and its affiliates, including their respective officers, directors, employees and agents (the provisions of Section 11.4“Indemnitees”) shall not be responsible for, and the Company shall indemnify and hold the Indemnitees harmless from and against, any Person who was or and all direct losses, damages, costs, charges and expenses, including reasonable counsel fees (including in defense of any lawsuit in which one of the Indemnitees is a party named party) incurred by any of them arising out of or is threatened attributable to: (a) All actions of the Transfer Agent or its agents or subcontractors required to be made a party taken pursuant to this Agreement, provided that such actions are taken in without negligence, bad faith, or willful misconduct; (b) The Company’s breach of any threatenedrepresentation, pending warranty, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason covenant of the fact that such Person is Company hereunder; (c) The Company’s lack of good faith, negligence, or was a Memberwillful misconduct; (d) The reasonable reliance upon, Officerand any subsequent use of or action taken or omitted, directorby the Transfer Agent, Managing Memberor its agents or subcontractors on: (i) any information, Hotel Managerrecords, controlling persondocuments, employeedata, legal representative Share certificates (if issued) or agent services, which are received by the Transfer Agent or its agents or subcontractors in physical form, or by machine readable input, facsimile, electronic data entry, electronic instructions, or other similar means authorized by the Company, and which have been prepared, maintained or performed by the Company or any other person or firm authorized to act on behalf of the Company, including but not limited to any broker-dealer, third party administrator or is previous transfer agent; (ii) any instructions or was serving at the request requests of the Company as manager, director, Managing Member, Hotel Manager, officer, partner, member, shareholder, controlling person, employee, or any of its authorized persons; (iii) any instructions or opinions of legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise (an “Indemnified Person”), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, fines, penalties, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s and accountant’s fees, court costs and other out-of-pocket expenses actually and reasonably incurred in investigating, preparing or defending the foregoing) (including any such brought by or in the right of the Company) suffered or incurred by such Indemnified Person while serving in such capacity or that otherwise in any way relate counsel to or arise out of any action or inaction by such Indemnified Person or the Company with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent after consultation with such legal counsel; or (collectivelyiv) any paper or document, “Indemnifiable Losses”), if such Indemnified Person acted in good faith and in a manner that such Indemnified Person reasonably believed to be genuine, authentic, or signed by an authorized person or persons, provided that in each case the Transfer Agent has acted without negligence, bad faith or not opposed to the best interests willful misconduct; (e) The offer or sale of Shares by or on behalf of the Company and not in violation of this Agreement any requirement under the federal or outside the scope state securities laws or regulations requiring that such Shares be registered, or in violation of such Person’s authority, and, any stop order or other determination or ruling by any federal or state agency with respect to a criminal action the offer or proceedingsale of such Shares; (f) The negotiation and processing of any checks, had no reasonable cause to believe such Personwires, and ACH transmissions, including without limitation for deposit into, or credit to, the Company’s conduct was unlawfuldemand deposit account maintained by the Transfer Agent; providedand (g) Any tax obligations under the tax laws of any country or of any state or political subdivision thereof, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses (including legal expenses) that may be assessed, imposed or charged against the Company shall have no obligation to indemnify Transfer Agent as transfer agent hereunder, but excluding income, excise, franchise, or defend hereunder to the extent such action, suit or proceeding arises from fraud, bad faith, willful misconduct or gross negligence other similar taxes ordinarily imposed on the part of such Indemnified PersonTransfer Agent’s income, property or business generally.